U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
For the fiscal year ended
or
For the transition period from [ ] to [ ]
Commission file number:
(Exact name of Company as specified in its charter)
| (State of incorporation) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Company’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate by check mark if the Company is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the Company is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the issuer (1)
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Company has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit such files). Yes No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the Company is
a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
The aggregate market value of voting stock held
by non-affiliates of the Company as of the last business day of the Company’s most recently complete second fiscal quarter was
$
As of October 31, 2022, shares of the issuer’s common stock were issued and outstanding.
Documents Incorporated By Reference: None
TABLE OF CONTENTS
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EXPLANATORY NOTE
Arma Services, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amended 10-K”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2022 (the “Original 10-K”), originally filed with the Securities and Exchange Commission (the “SEC”) on February 3, 2023, solely to correct an error in Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Except as described above, no other amendments are being made to the Original 10-K. This Amended 10-K does not reflect events occurring after the filing of the Original 10-K or modify or update the disclosure contained therein in any way other than as required to reflect the amendments discussed above.
The Company has attached to this Amended 10-K updated certifications executed as of the date of this Amended 10-K by the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002. These updated certifications are attached as Exhibits 31.1/31.2 and 32.1/32.2 to this Amended 10-K
PART I
Item 1. Business.
As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Company,” “we,” “our” or “us” refer to ARMA Services, Inc., unless the context otherwise indicates.
Forward-Looking Statements
Certain statements contained in this report, including statements regarding our business, financial condition, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.
All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.
Corporate History
Arma Services, Inc. was incorporated by our director in the State of Nevada on September 2, 2014. The Company’s principal offices are located 7260 W. Azure Dr., Suite 140-928, Las Vegas, NV 89130.
Our primary business was to be destination management and event management services initially in the Russian Federation, but with plans at a later stage to spread our business to America and China. We aimed to provide a full range of services in the field of Meeting, Incentive, Conference, and Exhibition tourism in Russia for corporate customers from United States, China and Russia. We planned to create a variety of events for domestic and foreign companies, including; industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees, and to organize participation in exhibitions and forums.
The Company abandoned these plans in 2018 and has been inactive since.
The Company decided that Mr. Sergey Gandin is to resign from the position of the Director, CEO and CFO of the Company and be appointed
solely as Secretary of Arma Services Inc. The Company and Mr. Gandin are in agreement that these changes are effective from March 26,
2022. These developments do not involve any disagreement on any matter relating to the Company’s operations, policies or practices
(financial or otherwise).
The Company appointed Clive Hill, 66, from the United Kingdom to the positions of Director, CEO and CFO of the Company. This appointment
is effective from March 26, 2022. Arma Services Inc, finds that Mr. Hill’s credentials qualify him for the positions of the Company.
Mr. Hill possesses over 40 years of business experience and has directed a number of organizations where he led strategic initiatives
and oversaw accounting and financial operations of the management of companies including an event organizing firm.
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On August 17, 2022, the sole existing director and officer resigned immediately. Accordingly, Clive Hill, serving as a director and an officer, ceased to be the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company. Also on August 17, 2022, B. Maria Teresa Tattersfield, 46, consented to act as a Member of the Board of Directors of the Company, Alberto Ramirez, 38, consented to act as a Member of the Board of Directors of the Company, Eduardo Piquero, 41, consented to act as a Member of the Board of Directors of the Company, and Jaime Sanchez Cortina, 57, consented to act as the new President, CEO, CFO, and Member of the Board of Directors of the Company.
On January 27, 2023, Jaime Sanchez Cortina, 57, resigned immediately as CEO, CFO, President and a member of the Board of Directors. Also on January 27, 2023, Eric Nixon, 35, agreed to be appointed the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company.
Capital Stock
The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. Total shares issued and outstanding as of October 31, 2022 is 6,240,000.
Employees
As of October 31, 2022, other than its CEO, Jaime Sanchez Cortina, the Company has no employees. On January 27, 2023, Eric Nixon agreed to be appointed the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company.
Item 1A. Risk Factors
Smaller reporting companies are not required to provide the information required by this Item 1A.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company does not own any real estate or other properties and has not entered into any long term lease or rental agreements for property.
Item 3. Legal Proceedings
There is no pending legal proceeding to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
On April 28, 2022, a bid and an ask was initially posted.
The high and low bid prices of our common stock following such date is as follows:
| Quarter Ended | High | Low | ||||||
| April 30, 2022 | $ | 1.00 | $ | 1.00 | ||||
| July 31, 2022 | $ | 1.00 | $ | 1.00 | ||||
| October 31, 2022 | $ | 1.00 | $ | 1.00 | ||||
| January 31, 2023 | $ | 6.00 | $ | 1.00 | ||||
The last reported sales price of our common stock on the OTCMarkets on January 27, 2023, was $4.99.
Dividend Policy
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
Holders
As of October 31, 2022, there were 6,240,000 shares of common stock issued and outstanding, which were held by 29 stockholders of record.
Equity Compensation Plans
We do not have any equity compensation plans.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
None.
Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers
None.
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Item 6. Selected Financial Data.
Smaller reporting companies are not required to provide the information required by this Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Business Overview
The Company initially was a provider of destination management and event management services.
After the change in control of management, the Company is currently working to acquire an operating business in the carbon emissions control industry.
Plan of Operations
The Company is currently planning to enter the carbon emissions reduction industry. We are tentatively look for a target company in the industry for acquisition in order to increase our service scopes.
Going Concern
Our auditor has indicated in their reports on our financial statements for the fiscal years ended October 31, 2022, that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations through the sale of debt or equity securities.
Results of Operations
Fiscal Year Ended October 31, 2022 and Fiscal Year Ended October 31, 2021
The company has generated $nil and $nil revenues for the fiscal year ended October 31, 2022 and 2021, respectively. Cost of revenues were $nil for the fiscal years ended October 31, 2022, and October 31, 2021. Operating expenses increased to $9,659 for the fiscal year ended October 31, 2022, as compared to $4,192 for the fiscal year ended 2021, both of them are substantially professional services expenses. We had net loss of $9,659 and $4,192 for the fiscal year ended October 31, 2022 and 2021, respectively.
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Capital Resources and Liquidity
Fiscal Year Ended October 31, 2022 and Fiscal Year Ended October 31, 2021
Cash Used in Operating Activities
For the years ended October 31, 2022 and 2021, the Company had cash used in operating activities in the amount of $6,598 and $4,082, respectively, which were primarily due to net loss for the year, prepayment, and accounts payable and accrued liabilities.
Cash Provided by Financing Activities
For the years ended October 31, 2022 and 2021, the Company realized cash provided by financing activities in the amount of $6,598 and $4,092, respectively, which was advances from our director for working capital purposes.
As of October 31, 2022, we have cash of $0. As of October 31, 2021, we had cash of $0.
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations.
The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.
If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.
Off Balance Sheet Arrangements
None.
Recent Accounting Pronouncements
None.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
Item 8. Financial Statements and Supplementary Data.
The full text of the Company’s financial statements for the fiscal years ended October 31, 2022 and 2021, begins on page F- 1 of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes- Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal controls over financial reporting were not effective as of October 31,2022.
The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in connection with the review of our financial statements as of October 31, 2022 and communicated the matters to our management.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.
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We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: (i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a- 15 or 15d- 15 under the Exchange Act that occurred during the small business issuer’s last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in Internal Control over Financial Reporting
There were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a- 15(f) or 15d- 15(f) under the Exchange Act) during the fiscal year ended October 31, 2022.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Our executive officers and director are as follows:
| Name | Age | Position |
| Jaime Sanchez Cortina | 57 | Former Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and Chairman of the Board of Directors (resigned January 27, 2023) |
| Eric Nixon | 35 | Current Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and Chairman of the Board of Directors (appointed January 27, 2023) |
| Maria Teresa Tattersfield Yarza | 46 | Director |
| Alberto Ramirez | 38 | Director |
| Eduardo Piquero | 41 | Director |
Jaime Sanchez Cortina, 57, Former Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and Chairman of the Board of Directors (resigned January 27, 2023).
Jamie has over a decade of experience in financial management and strategic planning. He played a key role in developing six start-ups in Latin America and has been part of five private equity and venture capital funds, investing in over 30 companies, in which the best IRR of one investment reached 218%.
Mr. Sanchez Cortina manages the portfolio of E Capital Mexico Venture Capital Funds, a venture capital organization with nine early stage investments in the fintech, technology, environmental, and auto part sectors. Prior to that, Jaime a Director at Abraaj Group in the Mexico office, managing a portfolio of over US$170 M. Before that he structured and developed the strategy of the Mexican Government Venture Capital Fund of Funds, Mexico Ventures I, a Venture Capital Fund of Funds co-managed with Sun Mountain Capital and GreenSpring Associates.
Eric Nixon, 35, CEO, CFO, President, and Director
For over two decades, Eric has worked in the electrical & technology sector, bringing multiple renewable energy projects to life and striving for a carbon neutral society. He has worked alongside Conestoga College to educate the public on reducing energy consumption and researching new technologies to help reduce the carbon footprint.
Eric has also dedicated years of volunteer work to helping the homeless and the most vulnerable, ensuring they receive the proper help and medical treatment. He has the skills and experience to take on projects in the residential, commercial, industrial, technology sectors and emergency response services when needed.
Maria Teresa Tattersfield Yarza, 46, Director
Teresa is the Co-Founder of Bret Consultores. She holds a degree in International Relations with a Master's Degree in Environmental Policy and Management, an Specialization in Sustainable Development (LEAD program from the Colegio de México) and Energy Efficiency and Environment at FLACSO. She is currently the forest carbon Manager of WRI Mexico, responsible for coordinating the execution of CO2munitario. She is a specialist in the design and development of methodologies and protocols that have been implemented in Mexico for the sale of offsets in the international market.
During the previous six years, she oversaw the Program of Natural Solutions at Tec de Monterrey University and was an advisor to the Neutralízate Program of Pronatura México. She has been part of the special team of advisers in sustainable development and climate change for the Foreign Ministry of the British Commonwealth Government. She has been responsible for the elaboration of strategies that combine the efforts of local and federal governments in the development of international initiatives such as Methane to Markets. In her work at the Ministry of Environment and Natural Resources, she coordinated initiatives such as the restoration of the Lerma Chapala Basin.
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Alberto Ramírez, 38, Director
Alberto has collaborated as a consultant for entities such as CONAFOR, PROBOSQUE; SEDEMA; WWF Mexico; Climate Action Reserve (CAR); PRONATURE; ClimateSeed, among others, for the development and feasibility assessment of forestry carbon capture projects. He has experience as a verifier in compliance with forest regulations on sustainability with an emphasis on biodiversity and social aspects. He was the first Mexican verifier accredited by CAR and has participated in the review and proposal of GHG removal quantification protocols; such as CAR’s Forest Protocol for Mexico v.2.0. His main activities focus on the sustainable management of natural resources through the participation of rural communities. Alberto is a Biologist, graduated from the Faculty of Higher Studies Iztacala of the UNAM.
Alberto is currently the Forest Carbon Coordinator at WRI Mexico. Alberto is responsible for coordinating carbon capture forestry projects; through capacity building in communities; linking of forest communities at the national level; and for providing advice on inventories, monitoring, reporting and verification.
Eduardo Piquero, 41, Director
CEO – MÉXICO2; Eduardo has more than 15 years of experience in international and national carbon pricing instruments and policies. He is currently the CEO of MÉXICO2, where he oversees the development of environmental markets, including carbon markets, clean energy certificates and green bonds.
He also led the development of the simulation exercise of a Mexican Emissions Trading System (SCE) in collaboration with the Ministry of Environment of Mexico (SEMARNAT) as a preparation for the country’s regulated emissions scheme, with the participation of more than 90 companies. Furthermore, he participated in the creation of a secondary market for Clean Energy Certificates (CEL), which supports the Mexican Wholesale Electricity Market (MEM). In addition to his work in Mexico, Eduardo has focused on developing projects to reduce greenhouse gas emissions and has designed climate change projects in several countries in Latin America, Asia, and Africa.
Eduardo has been a speaker at conferences and events related to climate change and climate finance. He was also a member of the Green Finance Working Group of the United Nations at the Initiative for Sustainable Stock Exchanges. Further, since 2021 is member of the board of the Climate Action Reserve, and in 2022 was selected as one of the 30 most sustainable minds in Mexico, by Forbes.
Director Independence
No members of our board of directors is qualifies as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationship exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
Involvement in Legal Proceedings
To our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.
Potential Conflicts of Interest
None.
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Item 11. Executive Compensation.
Summary Compensation Table
ARMA Services, Inc. has made no provisions for paying cash or non-cash compensation to its officers and directors. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.
The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the years ended October 31, 2022 and October 31, 2021.
Summary Compensation of Named Executive Officers
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||
Jaime Sanchez Cortina |
2022 | – | – | – | – | – | – | |||||||||||||||||||
| (Former Chief Executive Officer) | 2021 | – | – | – | – | – | – | |||||||||||||||||||
| Eric Nixon | 2022 | – | – | – | – | – | – | |||||||||||||||||||
| (Chief Executive Officer) | 2021 | – | – | – | – | – | – |
Mr. Nixon was appointed as Chief Executive Officer and Chief Financial Officer on January 27, 2023.
Mr. Jaime Sanchez Cortina resigned all his positions on January 23, 2023.
Outstanding Equity Awards at Fiscal Year End
We did not pay any salaries in 2022 or 2021. None of our executive officers received any equity awards, including, options, restricted awards stock, performance or other equity incentives during the fiscal year ended October 31, 2022 and October 31, 2021.
Employment Contracts
The Company has not entered into any employment agreements with its officer and director.
Stock Awards Plan
The Company has not adopted a Stock Awards Plan but may do so in the future. The terms of any such plan have not been determined.
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Director Compensation
The Board of Directors of the Company has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. ARMA Services Inc. may develop an incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.
The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the periods ending October 31, 2022 and 2021.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
| Eric Nixon | – | – | – | – | – | – | – | |||||||||||||||||||||
| Jaime Sanchez Cortina | – | – | – | – | – | – | – | |||||||||||||||||||||
| Maria Teresa Tattersfield Yarza | – | – | – | – | – | – | – | |||||||||||||||||||||
| Alberto Ramírez | – | – | – | – | – | – | – | |||||||||||||||||||||
| Eduardo Piquero | – | – | – | – | – | – | – |
Eric Nixon was appointed as Director on January 27, 2023.
Jaime Sanchez Cortina resigned all his positions on January 27, 2023.
Maria Teresa Tattersfield Yarza, Alberto Ramírez, and Eduardo Piquero were appointed on August 17, 2022.
Board Committees
We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of October 31, 2022.
Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of October 31, 2022 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
|
Amount and Nature of Beneficial Ownership Common Stock (2) |
||||||||
| Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned |
Percentage Ownership of shares of Common Stock |
||||||
| Eric Nixon | 0 | 0% | ||||||
| Jaime Sanchez Cortina | 0 | 0% | ||||||
| Maria Teresa Tattersfield Yarza | 0 | 0% | ||||||
| Alberto Ramírez | 0 | 0% | ||||||
| Eduardo Piquero | 0 | 0% | ||||||
| All officers and directors as a group (4 people) | 0 | 0% | ||||||
|
Corin Bailey |
4,000,000 | 64% | ||||||
| (1) | The address of each beneficial owner is c/o ARMA Services Inc., Suite 140-920 7260 West Azure Drive, Las Vegas, Nevada 89130 |
| (2) | Based on 6,240,000 shares of common stock issued and outstanding as of October 31, 2022. |
| 14 |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Except as set forth below, we had not entered into any transactions with our officers or directors, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
Transactions with Related Persons
As of October 31, 2022, the Company had a loan outstanding with Mr. Sergey Gandin, former CEO and director in the amount of $27,248 compared to $20,650 as of October 31, 2021. The loan is non-interest bearing, due upon demand, and unsecured.
Item 14. Principal Accountant Fees and Services.
Fees paid to Auditors
Audit Fees
During fiscal years ended October 31, 2022 and 2021, we incurred approximately $5,000 and $ 5,000 respectively, in fees to our principal independent accountants for professional services rendered in connection with the audit of our October 31, 2022 and 2021 financial statements and for the reviews of our financial statements for the quarters ended during such periods.
The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.
We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm.
| 15 |
PART IV
Item 15. Exhibit and Financial Statement Schedules.
Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.
EXHIBIT INDEX
| 16 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ARMA SERVICES , INC. | |||
| |||
| Dated: September 5, 2023 | By: | /s/ Eric Nixon | |
| Name: | Eric Nixon | ||
| Title: | President, Chief Executive Officer, Chief Financial Officer and Secretary and Director (Principal Executive, Financial and Accounting Officer) |
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| Dated: September 5, 2023 | By: | /s/ Eric Nixon | |
| Name: | Eric Nixon | ||
| Title: | President, Chief Executive Officer, Chief Financial Officer and Secretary and as a director (Principal Executive, Financial and Accounting Officer) |
| F-17 |
INDEX TO AUDITED FINANCIAL STATEMENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Arma Services Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Arma Services Inc. (“the Company”) as of October 31, 2022 the related statements of operations, stockholder's equity, and cash flows, for the period ended October 31, 2022 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2022, and the results of its operations and its cash flows for the period ended October 31, 2022, in conformity with accounting principles generally accepted in the United States of America. The financial statement of Arma Services Inc. As of October 31, 2021, were audited by other auditors whose report dated December 27, 2021 expressed an unqualify opinion on those statement.
Material Uncertainty Relating to Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered recurring losses and had not yet established a reliable, consistent, and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters were also not described in the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
(Chartered Accountants)
We have served as the Company's auditor since January 2023.
January 26th, 2023.
| F-2 |
ARMA SERVICES, INC.
Balance Sheets (Audited)
As of October 31, 2022, and 2021
October 31, 2022 | October 31, 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Loan from director | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, par value $; shares authorized, shares issued and outstanding at October 31, 2022 and 2021 | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to financial statements.
| F-3 |
ARMA SERVICES, INC.
Statements of Operations (Audited)
For the years ended October 31, 2022, and 2021
| Year ended October 31, 2022 | Year ended October 31, 2021 | |||||||
| REVENUES | $ | $ | ||||||
| OPERATING EXPENSES | ||||||||
| Professional Fees | ||||||||
| Bank Service Charges | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| NET LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | ) | $ | ) | ||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | ||||||||
See accompanying notes to financial statements.
| F-4 |
ARMA SERVICES, INC.
Statement of Stockholder’s Equity (Audited)
For the Years Ended October 31, 2022, and 2021
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, October 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the year ended October 31, 2021 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, October 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the year ended October 31, 2022 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, October 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes to financial statements.
| F-5 |
ARMA SERVICES, INC.
Statement of Cash Flows (Audited)
For the Years Ended October 31, 2022, and 2021
| Year ended October 31, 2022 | Year ended October 31, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss for the year | $ | ( | ) | $ | ( | ) | ||
| Adjustment for non-cash item | ||||||||
| Changes in assets and liabilities: | ||||||||
| Increase (decrease) in accounts payable | ||||||||
| Cash flows provided by/ (used in) operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash flows provided by/ (used in) investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Loan from director | ||||||||
| Cash flows provided by/ (used in) financing activities | ||||||||
| NET INCREASE (DECREASE) IN CASH | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
See accompanying notes to financial statements.
| F-6 |
ARMA SERVICES, INC.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
October 31, 2022, and 2021
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Arma Services Inc. (the “Company”, “we”, “us” or “our”) was incorporated under the laws of the State of Nevada on September 2, 2014. Arma Services Inc. is a Destination Management Company (“DMC”), which aims to provide a full range of services in the field of Meeting, Incentive, Conference, and Exhibition (“MICE”) tourism in Russia for corporate customers from United States, China and internal Russian clients. We plan to create a variety of events for domestic and foreign companies, including industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees, and to organize participation in exhibitions and forums.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an October 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments
with the original maturities of three months or less to be cash equivalents. The Company had $
Fair Value of Financial Instruments
ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets.
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of accounts payable and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
| F-7 |
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The purpose of our business is to provide a full range of services in the field of Meeting, Incentive, Conference, and Exhibition (“MICE”) tourism in Russia for corporate customers from the United States, China and internal Russian clients.
Services are provided through industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees, and to organize participation in exhibitions and forums.
The Company will recognize revenue in accordance with ASC topic 606 “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has t granted any stock options.
Basic income (loss) per share is calculated by dividing the Company’s net income (loss) applicable to common shareholders by the weighted average number of common shares during the period. Diluted income (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are such common stock equivalents outstanding as of October 31, 2022 and 2021. In loss years common stock equivalents would not be included as they would be anti-dilutive.
| F-8 |
Comprehensive Income
The Company has established standards for reporting of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
NOTE 3 – LOANS FROM DIRECTOR
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
As of October 31, 2022, the Company had a
loan outstanding with the Company’s sole director Mr. Sergey Gandin in the amount of $
NOTE 4 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of October 31, 2022. The Company currently has a working capital deficit, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. This raises substantial doubt about its ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 5 – COMMON STOCK
The Company has , $ par value shares of common stock authorized. As of October 31, 2022, and 2021, the Company had shares issued and outstanding.
NOTE 6 – RELATED PARTY TRANSACTIONS
As of October 31, 2021, the Company had a non-interest-bearing
loan payable to its sole director in the amount of $
The Company’s officers and director provide services and office space to the Company without compensation. The Company has entered into vendor agreements with Proekta LLC and Gazetny LLC, which are entities related to officers of the Company. During the year, company had not transacted any business with the related entities.
| F-9 |
NOTE 7 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 8 – INCOME TAXES
As of October 31, 2022, the Company had net operating
loss carry forwards of approximately $
| October 31, 2022 | October 31, 2021 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net provision for Federal income taxes | $ | $ | ||||||
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| October 31, 2022 | October 31, 2021 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $68,204 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
NOTE 9 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to October 31, 2022, and to the date these financial statements were issued, and has determined that it does not have any subsequent event to disclose in these financial statements.
| F-10 |